(Amendment No. )*
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent
amendment containing information
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the
purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see
CUSIP No.
397845108
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13D
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Page
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY
)
Joseph Nejman
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐
(b) ☒
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
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7.
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SOLE VOTING POWER
43,647,216
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BENEFICIALLY
OWNED BY
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8.
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SHARED VOTING POWER
-
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EACH
REPORTING
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9.
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SOLE DISPOSITIVE POWER
43,647,216
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PERSON WITH
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10.
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SHARED DISPOSITIVE POWER
-
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,647,216
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.17%
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14.
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TYPE OF REPORTING PERSON
IN
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CUSIP No.
397845108
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13D
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Page
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Item 1. Security and Issuer
This Statement on Schedule 13D relates to
the common stock, par value $0.001, of Premier Biomedical, Inc., a Nevada corporation (the “Company”). The Company’s
current principal executive offices are located at 10300 W. Charleston, Las Vegas, NV 89135.
Item 2. Identity and Background
This Statement is being filed by Joseph
Nejman (sometimes referred to as the “Reporting Person”). Mr. Nejman’s address is: c/o the Company, 10300 W.
Charleston, Las Vegas, NV 89135. Mr. Nejman is the President and a director of the Company. During the last five years, Mr. Nejman
has not been convicted in a criminal proceeding. During the last five years, Mr. Nejman has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree
or final order enjoining future violations or prohibiting or mandating activities subject to, federal or state securities law or
finding any violation with respect to such law. Mr. Nejman is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
On March 31, 2017, the Company entered into
a Share Exchange Agreement by and among the Company, ShareRails, LLC, a Delaware limited liability company (“ShareRails”),
the Reporting Person, Dmitry Chourpo and Joseph Nejman, in his capacity as the Selling Members’ Representative, whereby the
Company issued and exchanged 91,619,170 shares of its common stock and 2,857,685 shares of its Series A Convertible Preferred Stock
for all of the outstanding units of ShareRails (the “Exchange”).
Through the Exchange, ShareRails became a wholly-owned
subsidiary of the Company and the Reporting Person was appointed to the Company’s Board of Directors and as an executive
officer of the Company. The Reporting Person exchanged all of his ShareRails units for 7,500,000 shares of the Company’s
common stock and 6,024,536 shares of the Company’s Series A Convertible Preferred Stock. Each share of Series A Preferred
Stock is convertible at any time at the holder's option into six (6) fully paid and nonassessable shares of the Company’s
common stock and is subject to adjustment for stock splits, stock dividends, distributions, subdivisions, capital reorganization,
reclassification and combinations.
Item 4. Purpose of Transaction
The Reporting Person purchased the shares
in the Exchange based on the Reporting Person’s belief that the Company’s securities received in the Exchange, when
purchased, represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities
available to the Reporting Person, and the availability of shares at prices that would make the purchase or sale of shares desirable,
the Reporting Person has and may continue to endeavor to increase or decrease his position in the Company through, among other
things, the purchase or sale of shares on the open market or in private transactions or otherwise, on such terms and at such times
as the Reporting Person may deem advisable.
Except as set forth herein, the
Reporting Person does not have any present plan or proposal which would relate to or result in any of the following:
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13D
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(a)
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The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;
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(b)
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An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its
subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the Company or any of its subsidiaries;
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(d)
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Any change in the present board of directors or management of the Company, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board;
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(e)
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Any material change in the present capitalization or dividend policy of the Company;
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(f)
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Any other material change in the Company’s business or corporate structure, including but not limited to, if the company
is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a
vote is required by section 13 of the Investment Company Act of 1940;
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(g)
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Changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition
of control of the issuer by any person;
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(h)
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Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national securities association;
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(i)
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A class of equity securities of the issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of
the Act; or
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(j)
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Any action similar to any of those enumerate above.
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The Reporting Person intends to review his
investment in the Company on a continuing basis. Depending on various factors including, without limitation, the Company’s
financial position and investment strategy, the price levels of his securities, conditions in the securities markets and general
economic and industry conditions, the Reporting Person may in the future take such actions with respect to his investment in the
Company as he deems appropriate, including: purchasing additional shares, exercising warrants to purchase shares, selling some
or all of his shares, or changing his intention with respect to any and all matters referred to in this Item 4.
Item 5. Interest in Securities of the Issuer
(a) The
Reporting Person now beneficially owns 43,647,216 shares of the Company’s common stock. Based on 72,508,922 shares issued
and outstanding as reported on the Company’s Form 10-K for the period ended December 31, 2016, the Reporting Person currently
has beneficial ownership of 40.17% of the outstanding shares of the Company’s common stock. The Reporting Person owns 7,500,000
shares of common stock and 6,024,536 shares of Series A Convertible Preferred Stock. Each share of preferred stock is convertible
into six (6) shares of common stock at any time at the holder’s option.
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(b) The
Reporting Person owns the following rights with respect to the shares of the Company’s common stock beneficially owned by
him as of the date of this report:
Sole Voting Power: 43,647,216
Shared Voting Power: - 0 -
Sole Dispositive Power: 43,647,216
Shared Dispositive Power: - 0 –
(c) The
discussion above in Item 3 regarding the Exchange is incorporated herein by this reference.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
On March 31, 2017, the Reporting Person
entered into a Shareholders Agreement by and among the Company, the Reporting Person, Fred Covely, William Bossung and Dmitry Chourpo
(each a “Party” and collectively the “Parties”). The Parties agreed that no further issuances of Series
A Convertible Preferred Stock would be made by the Company without the unanimous consent of the Parties. With certain exceptions
for death, incapacity and estate planning transfers, the Parties also agreed that no shares of the Company’s common or preferred
stock would be voluntarily sold, pledged, hypothecated, or otherwise transferred or permitted to be transferred in any manner or
by any means whatsoever for a period of twelve (12) months from March 31, 2017.
The Shareholders Agreement also gives the
Company the right to purchase the shares of a shareholder Party upon that Party’s death, incapacity, bankruptcy, withdrawal,
divorce, dissolution, termination of the applicable commercial arrangement between the shareholder Party and the Company, or transfer
in contravention of the Shareholders Agreement. If the Company does not purchase such shares, the right to purchase then passes
to the other shareholder Parties, pro rata. This purchase right is terminated with respect to the Reporting Person when the Reporting
Person individually and directly secures equity investments in the Company of an aggregate of $2,000,000 during the Reporting Person’s
employment with the Company.
Item 7. Material to be Filed as Exhibits
The following documents are filed as exhibits to this Schedule
13D:
Ex. 99.1-
Shareholders Agreement dated March 31, 2017.
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13D
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SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 28, 2017
/s/ Joseph Nejman
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Name: Joseph Nejman
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